Articles of Association of the
British-Norwegian Chamber of Commerce

Adopted 23rd November 2016 (with amendments proposed and approved in the Extraordinary Annual General Meeting 3rd December 2014, and in the Annual General Meetings of 22 May 2002, 22 April 2004, 26 April 2005, 25 April 2007, and 24 April 2012, 21st May 2015)

Name
The British-Norwegian Chamber of Commerce is a non-profit association under the patronage of HMA. It is a continuation of the British Business Forum founded 2nd September 1970.

Domicile
The head office of the Chamber will be located in Oslo or in such other town in Norway as a majority of the Chamber may decide. Branch offices, chapters, agents or representatives may be established in suitable centres in Norway.

Objectives
The objectives for which the Chamber is established are as follows:

(a) To promote and protect trading, commercial, financial and manufacturing interests and relations between United Kingdom and Norway. To help in the attainment of these objectives, but not in limitation of them, the Chamber may inter alia:

* Collect and disseminate statistical and other information relating to the aforesaid interests.

* Maintain the necessary contacts relating to the aforesaid interests with appropriate government or trade authorities and bodies;

* Promote, support or oppose legislative or other measures affecting the aforesaid interests;

* Sell, lease, mortgage or dispose of or otherwise deal with all or any part of the property of the Chamber;

* Do any other lawful things as may be conducive to the extension of British-Norwegian trade, commerce, finance, manufacturing or economic interests or incidental to the attainment of any or all of the above objectives.

(b) To promote the individual and collective interests of its members by providing a network of relationships through social and cultural activities

Membership4.01 The Chamber shall consist of members who may be:

(a) Companies or corporations with an interest in promoting business between the UK and Norway.

(b) Any other persons, partnerships, companies, corporations and organisations which the Board of the Chamber shall deem suitable for membership. For the purpose of registration, the number of Members of the Chamber of Commerce is declared as being unlimited.

(c) The total number of members from any one company is unlimited, but the right to vote is limited according to the following conditions:

Personal Members: 1 vote

Corporate Members: 3 votes – in person or by postal vote

Partner Members: 5 votes – in person or by postal vote

(d) Membership is registered by name and company.

Individual Members

For the purpose hereof, an Individual Member is defined as: A private individual who has retired from a firm holding a membership and who wishes to continue attending the Chamber, a student in full-time education or a person working for a firm or company which does not wish to become a member but who may have a specific interest in being a member.

Corporate Members

Corporate Membership is granted to corporations with specific interests in and for the British and Norwegian market where up to three persons employed in such corporation shall be allowed to vote and participate in any one membership meeting.

Partner Members

Partner Membership is granted to an individual or corporation wanting to sponsor the Chamber’s activity in Norway for any specific period or purpose as long as it shall not be in conflict with the objectives of the Chamber as laid down in §3. A “Partner Member” can nominate up to five persons employed in such corporation to receive invitations to member meetings. Such nominees shall be allowed to vote and participate in any one membership meeting.

4.02 Application for Membership

A candidate for membership shall submit a written application for election and an agreement to be bound, if accepted, by the Articles of Association and generally accepted standards of professional behaviour towards other member companies and individuals involved with the Chamber both in their business dealings and also with regards to activities linked to the Chamber. The application shall be brought before the Board who shall treat it as soon as possible and no later than at their next or subsequent meeting, when a majority of the Members of the Board then present or represented may admit the candidate as a Member. Such admission, together with submission of an application for membership and payment of the subscription, shall constitute membership and an agreement to be bound by these Articles of Association. No subscription fee shall be payable until the Member’s application has been accepted. The Board reserves the right to turn down an application for membership where it feels that such membership may lie contra to the Chamber’s interests. The Chamber’s General Manager shall keep a list of all members at the Chamber’s Office.

4.03 Members’ subscription fees

Members subscription fees, upon recommendation by the Board, shall be determined by the General Meeting of the Chamber from time to time or the Board where authorised pursuant of this Article. Subscriptions for the current year are payable not later 30 days after the due date or 30 days after being approved as a member. The liability of each Member to the Chamber and to third parties is limited to his/her subscriptions due hereunder (d)

4.04 Resignation.

A Member must give written notice of intention to resign to the general manager 90 days before the end of their Membership year or that Member will be liable for the ensuing year’s subscription. Any member, or designated representatives thereof, whose subscription is in arrears by more than 90 days may not vote in any matter relating to the Chamber and all privileges of membership shall be withdrawn unless otherwise agreed. Outstanding arrears constitute a debt to, and recoverable by, the Chamber.

4.05 Expulsion

The Board reserves the right to review, suspend or cancel a membership for incidents of a breach of these Articles or in circumstances where the Board has been advised of a breach of commonly accepted professional business behaviour towards another member or towards individuals involved with activities related to the Chamber. Any such member shall from the passing of such resolution cease to be a Member of the Chamber, provided that seven days` notice at least shall be given to such Member of the intention to propose such a resolution, and that the opportunity shall be given of being present at the Meeting at which such resolution is proposed, in order to present a defence if so desired.

4.06 Honorary Membership

The Chamber may, at an Annual or general Meeting admit to honorary life membership individuals distinguished in their field, or who have rendered significant service to the Chamber. Honorary Members shall not be required to sign the application mentioned above, or to pay any subscription or dues but notwithstanding the foregoing, Honorary Members shall have all rights as Members as set out herein.

Application of resources(a) The income and the property of the Chamber shall be applied solely towards the promotion of the objectives of the Chamber. No portion hereof shall be paid or transferred directly or indirectly, by way of dividend, bonus or otherwise, to the members of the Chamber, the Board of Directors or members of the Chamber’s Committees, unless the transfer is payment for services actually rendered to the Chamber. Any such services shall be based on a written agreement including standard commercial terms for such services. The agreements shall be approved by the Board of Directors.

(b) If upon the winding up or dissolution of the Chamber, there remains, after the satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among the Members of the Chamber, but shall be given or transferred to some other British or Norwegian Institution or Institutions having objects similar to the objectives of the Chamber, and which shall prohibit the distribution of its or their income and property amongst its or their members, to an extent at least as is imposed on the Chamber under and by virtue of Clause 5 hereof, such Institution or Institutions to be determined by the Members of the Chamber at or before the time of dissolution, and if and so far as effect cannot be given to the aforesaid provision, then to some British or Norwegian charitable object.

Annual AccountsThe annual accounts of the Chamber should be examined by a member of the Chamber with accounting experience or by a suitable appointee from outside the Chamber, in order to verify that the annual accounts are a reasonable reflection of the Chamber’s financial situation for the year. The accounts shall be presented to the Annual General Meeting for Approval. The Chamber shall follow Norwegian law as to its accounting and auditing principles.

The Board

7.01 The business of the Chamber shall be managed by a Board consisting of from 6-9 members, excluding the Chairman, who shall either be Members of the Chamber or nominated representatives of partner or corporate Members. Notwithstanding any such nomination they shall act on the Board in an individual capacity. The Members of the Board shall be elected at an Annual General Meeting of the Chamber, and they shall hold office until the third Annual General Meeting after their election when one third of the current Board shall retire. If necessary, by reference to the member(s) with a date of election nearest to comprising that third. Retiring members shall remain in office until the end of business. Board Members shall use their best efforts to attend meetings of the Board.

7.02 At the Annual General Meeting of the Chamber in each year, the Members of the Board whose office has expired shall retire but shall be eligible for re-election. The Board shall give at least 21 days` notice before the Annual General Meeting of the names of the Members so retiring and of the fact that they are eligible for re-election. Such notice shall be given in the Chamber Newsletter or by Mail, or such other manner as notices are by the Articles of Association authorised to be given.

(a) The Board shall at each Annual General Meeting propose 2 current or former Members of the Chamber to serve as members of a Nominations Committee to deal with nominations for the following year for the positions of Board Member and Chairman. These members of the Nominations Committee may be approved by an Annual or other General Meeting of the Chamber.

7.03 All Members have the right of nominating candidates for election as Members of the Board as does the Board itself. A candidate may be considered by the Nominations Committee if he/she has been nominated by the Board or at least two Members of the Chamber. Candidates must be nominated in writing to the general manager at least 45 working days before the Annual General Meeting. The names of those proposed by the Nominations Committee for election must be notified to Members in a manner authorised by these Articles.

Notice of the AGM together with a copy of or link to the Articles of Association should be sent to Members 60 days in advance of the proposed date together with a call for nominations to the Board to be submitted within the specified timeframe.

The Chamber at the Meeting at which Members of the Board retire in the manner aforesaid, may fill all or any of the vacated offices by electing those candidates proposed by the Nominations Committee or any other eligible candidate with sufficient written support and nominated in accordance with the rule above. In the event of the number of candidates for election as Members of the Board exceeding the number of vacancies, the vacancies shall be filled by the candidate or candidates receiving the highest number of votes. The elected Members of the Board shall assume office at the conclusion of the Meeting at which they were elected.

7.04 The Chairman shall be elected by the AGM for a period of 2 years. The Board will elect the Vice Chairman among its members at the first Board meeting following the AGM. The Board may appoint a Treasurer. The Chairman shall not vote at Board meetings except in having a casting vote in case of equal votes given by the Board members. Any Board Member wishing to stand for the position of Chairman must be prepared to resign their seat on the Board.

7.05 The Board shall meet at least four times a year. Members of the Board shall receive at least seven days’ notice of such meeting. Meetings of the Board shall be presided over by the Chairman or by a Vice Chairman, or, in their absence, by one of the Board Members, who shall be elected Chairman for the day. A simple majority of those present who are eligible to vote shall constitute a quorum. The Chairman shall only have a casting vote as ruled in 7.04

7.06 Special meetings of the Board may be convened by order of the Chairman, or in his absence by a Vice Chairman. They shall also be called by the Chairman, upon the requisition in writing of at least five Members of the Board. In each case not less than seven days’ notice of the proposed meeting shall be given to all Board Members.

7.07 In the event of any seat on the Board falling vacant for any reason, the Board may appoint another Member of the Chamber to fill such vacancy. The Member so appointed shall hold office until the next Annual General Meeting, but he/she shall then be eligible for election to the Board.

7.08 At the Annual General Meeting in every year the Board shall lay before the Chamber an income and expenditure account for the period since the last preceding account made up to a date not more than 6 months before such meeting, together with a balance sheet made up at the same date. Every such balance sheet shall be accompanied by reports of the Board and the appointed accountant, and copies of such account, balance sheet and reports (all of which shall be framed in accordance with any statutory requirements for the time being in force) and of any other documents required by law to be annexed or attached thereto or to accompany the same shall, not less than twenty-one clear days before the date of the meeting, be sent to the appointed accountant and to all other persons entitled to receive notices of General Meetings in the manner in which notices are hereinafter directed to be served.

7.09 The Board shall have power:

(a) to take offices or acquire premises for the use of the Chamber;

(b) to appoint and to determine duties of a General Manager and such other officials as may be necessary for the due conduct of the business of the Chamber, with annual salaries or otherwise;

(c) to engage professional assistance and to remunerate all persons employed by them provided that no Board Member shall vote on any Board decision relating to his/her employment by the Chamber or where he/she or the Member he/she represents would benefit by such decision;

(d) subject to these Articles of Association, to call their own meetings and regulate their own organisation and proceedings.

(e) to act in the name of the Chamber and to determine the officials or Board Members authorised to represent the Chamber.

(f) to manage, inspire and superintend the affairs of the Chamber.

(g) to arrange meetings and other events on behalf of the Chamber and generally, to exercise all powers and functions of the Chamber not hereby conferred upon General Meetings of the Chamber. Copies or extracts from minutes or other documents shall be certified by the signature of the Chairman, or failing him of an Officer. The Board may appoint Chapters or Committees for any special objectives.

7.10 The funds of the Chamber shall be under the control of the Board. The operation of this control may, however, be delegated by the Board to and exercised by any two officers from among the Board, or by any one of these officers jointly with the General Manager, and they may be empowered to operate the bank and post office accounts of the Chamber and to withdraw and deal with on behalf of the Board, any of its assets or property. A separate day to day account shall be operated by the General Manager alone. The size of such account to be decided by the Board. Accounts shall be kept in accordance with the guidelines appropriate for a non profit organisation. The financial year of the Chamber shall be the calendar year and the Treasurer shall be responsible for ensuring that the Chamber’s accounts are appropriately made up to 31st December of each year, for submission (after audit) to the Annual General Meeting.

Annual and General Meetings of the Chamber8.01 An Annual General Meeting of the Members of the Chamber shall be held in each year during the month of April or not more than fifteen months after holding of the last preceding Annual General Meeting to:

verify that the Meeting has been properly called

to Appoint a Chairman of the Meeting

elect two Members as the signatories to the minutes;

receive the reports of the Board and Committees;

receive the statement of accounts;

approve budget;

elect new Members of the Board and, if appropriate to consider the removal of existing Board Members;

consider, and if necessary take action with reference to any business or motion of which due notice has been given;

receive communications from Members on any subject connected with the work, progress, or welfare of the Chamber;

Appoint Auditors and or parties deemed suitable to prepare the accounts of the Chamber

determine any change to Membership subscriptions;

discharge the Board and the Auditors from liability for their actions;

where appropriate expel members of the Chamber or revise these Articles of Association:

if appropriate consider liquidation of the Chamber;

any other business.

8.02 Special General Meetings may be called by the Chairman or, in his absence, by a Vice-Chairman. They may also be called by any other Board Member upon the requisition in writing of at least eight Members of the Chamber.

8.03 Sixty days’ notice in writing at least of every General Meeting (including the Annual General Meeting), exclusive in every case both of the day on which it is served or deemed to be served and of the day for which it is given, shall be given in the Chamber’s Newsletter or other official publication or in manner hereinafter mentioned to such persons (including the appointed accountant) as are under these presents entitled to receive such notices from the Chamber. Any notice for a General Meeting shall specify the place, the day and the hour of meeting, and in the case of special business (but not general business as set out in Article 8.01 above) the general nature of that business. At all meetings, 25% of the votes available shall form a quorum.

8.04 (a) Each Member shall be entitled to vote according to §4.01d at all general meetings of Members, which may be given personally or by the Member’s duly authorised agent. Any Member shall be allowed to vote by proxy or register their vote by email or post. Proxies may only be given to persons having themselves the right to vote. Decisions of the General Meeting shall be by simple majority of those present or represented at such meeting unless otherwise stated therein.

(b) At any General Meeting a resolution put to vote shall be decided by a show of hands and votes registered.

8.05 Elections to the Board shall be by simple majority in open meeting. The names of the candidates shall be sent to Members prior to the Annual General Meeting at which the election is to take place by the Nominations Committee who shall specify who has proposed and who has seconded the nominee. In the election of the Members of the Board proxies shall be allowed.

8.06 The Annual General Meeting shall be presided over by the Chairman or, in his absence a Vice-Chairman, and in their absence the meeting shall elect a Chairman who shall be a Board member. The Chairman, the Vice-Chairman or another Board member acting as chairman shall have an original and also a casting vote.

8.07 Correct minutes of the proceedings of the Chamber at its General Meeting shall upon request to the General Manager be open to the inspection to Members of the Chamber at convenient times.

9 Notices9.01 A notice may be served by the Chamber upon any Member, either personally, by e-mail or by sending it through regular Mail, addressed to such Member at his registered place of abode or registered office (as appropriate)

9.02 A notice may be served by a Member on the Chamber either personally, by e-mail or by regular Mail addressed to the Chairman or the General Manager at the Chamber’s addresses.

9.03 Any notice, if served by post, shall be deemed to have been served at the time when the letter containing the same would be delivered in the ordinary course of the post; and in proving such service it shall be sufficient to prove that the letter containing the notice was properly addressed and put into the post office.

10 Interpretation and Construction of the Articles of AssociationIf any question shall arise upon the interpretation or construction of these Articles of Association, the Board shall decide the point and their decision shall be final.

12 Amendments of Articles of AssociationThese Articles of Association shall come into effect on 23rd November 2016. These Articles of Association may be added to or varied or rescinded at any General Meeting of the Chamber. Any such proposed amendments shall be notified to the Chairman no later than 21 days prior to the annual or general meeting at which the proposed amendments are to be put forward. The Chairman shall inform members of such proposed amendments at the same time as he/she gives notice of the meeting at which the amendments are to be discussed. Any amendments shall be adopted only if passed by three quarters of all members present or represented at such meeting.